CONDITIONS TO CLOSING 20 Sample Clauses

CONDITIONS TO CLOSING 20. 6.1. Conditions to Each Party’s Obligations to Consummate the Transactions 20 6.2. Conditions to Obligations of the Company to Consummate the Transactions 20 6.3. Conditions to Obligations of to Consummate the Transactions 21 ARTICLE VII TERMINATION 22 7.1. Termination 22 7.2. Effect of Termination 23 7.3. Expenses; Termination Fees 23 ARTICLE VIII MISCELLANEOUS 24 8.1. Certain Definitions; Rules of Construction 24 8.2. Waivers and Amendments 29 8.3. Governing Law 29 8.4. Notices 30 8.5. Section Headings 30 8.6. Counterparts 30 8.7. Assignments 30 8.8. Entire Agreement; Enforceability 31 8.9. Severability 31 Schedules Schedule 3.5 UBID Capitalization Schedule 3.7 UBID Litigation Schedule 3.8 UBID Title to Properties; Absence of Liens Schedule 3.10 UBID Consents and Approvals Schedule 3.16 UBID Intellectual Property Schedule 3.22(d) UBID Absence of Certain Changes or Events. Schedule 4.11 Company Absence of Liabilities Schedule 4.16 Company Consents and Approvals Schedule 4.18 Company Taxes AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23, 2018, is entered into by and between Incumaker, Inc., a Delaware corporation (the “Company”), and uBid Holdings, Inc., a Delaware corporation (“UBID”), that hereby agree as follows:
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CONDITIONS TO CLOSING 20. Section 5.1 Conditions to Obligations of the Company at the Closing 20 Section 5.2 Conditions to Purchasers’ Obligations at Closing 20 ARTICLE VI REGISTRATION RIGHTS 22 Section 6.1 Demand Registration 22 Section 6.2 Piggy-Back Registration 23 Section 6.3 Holdback Agreements 24 Section 6.4 Registration Procedures 26 Section 6.5 Registration Expenses 30 Section 6.6 Indemnification; Contribution 31 Section 6.7 Additional Covenants and Agreements of the Company 33 Section 6.8 Transfers of Registration Rights 34 Section 6.9 Waiver of Registration Rights 34 ARTICLE VII ADDITIONAL AGREEMENTS 34 Section 7.1 Contractual Preemptive Rights 34 Section 7.2 Certain Rights of First Offer 35 Section 7.3 Co-Sale Provisions 36 Section 7.4 Information 38 ARTICLE VIII DEFINITIONS 39 Section 8.1 Definitions 39 Section 8.2 Certain Interpretations 42
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CONDITIONS TO CLOSING 20. Section 7.1 Conditions to Obligations of All Parties 20 Section 7.2 Conditions to Obligations of Buyer 21 Section 7.3 Conditions to Obligations of Seller 21 ARTICLE VIII INDEMNIFICATION 22 Section 8.1 Survival 22 Section 8.2 Indemnification by Seller. 22 Section 8.3 Indemnification by Buyer 23 Section 8.4 Certain Limitations 23 Section 8.5 Indemnification Procedures 24 Section 8.6 Tax Treatment of Indemnification Payments 25 Section 8.7 Exclusive Remedies 25 ARTICLE IX TERMINATION 26 Section 9.1 Termination 26 Section 9.2 Effect of Termination. 26 ARTICLE X MISCELLANEOUS 27 Section 10.1 Expenses 27 Section 10.2 Notices 27 Section 10.3 Interpretation 27 Section 10.4 Headings 28 Section 10.5 Severability 28 Section 10.6 Entire Agreement 28 Section 10.7 Successor and Assigns 28 Section 10.8 No Third-Party Beneficiaries 28 Section 10.9 Amendment and Modification; Waiver 28
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Related to CONDITIONS TO CLOSING 20

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions to Close Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Seller's Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Closing of the Investors Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

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